UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): December 7, 2013

 

Synthetic Biologics, Inc.

(Exact name of registrant as specified in charter)

 

Nevada

(State or other jurisdiction of incorporation)

 

01-12584 13-3808303
(Commission File Number) (IRS Employer Identification No.)

 

155 Gibbs Street, Ste. 412

Rockville, MD 20850

(Address of principal executive offices and zip code)

 

(734) 332-7800

 (Registrant’s telephone number including area code)

 

N/A

(Former Name and Former Address)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 

 
 

 

 

Item 7.01. Regulation FD Disclosure.

 

On December 7, 2013, Synthetic Biologics, Inc. (the “Company”) issued a press release announcing its entry into worldwide license and option agreements with Cedars-Sinai Medical Center ("Cedars-Sinai") for the development of new treatment approaches to target non-bacterial intestinal microorganism life forms known as archaea that are associated with intestinal methane production and chronic diseases such as irritable bowel syndrome (IBS), obesity and type 2 diabetes, through its newly formed subsidiary, Synthetic Biomics, Inc. In addition, the Company announced that its Chief Executive Officer, Jeffrey Riley, will host a conference call on Monday, December 9th at 9:00 a.m. EST, during which, Mark Pimentel, M.D., FRCP©, Director of the Gastrointestinal Motility Program at Cedars-Sinai, will provide an audio-visual presentation overview of the scientific basis and market opportunity of our new pathogen-specific approaches to archaea-associated diseases, such as, constipation-predominant IBS (C-IBS), obesity and diabetes.

 

The press release attached as Exhibit 99.1 to this Report includes “safe harbor” language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements contained in the press release are “forward-looking” rather than historical.

 

The information included in this Item 7.01 and in Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The Company undertakes no duty or obligation to update or revise information included in this Report or any of the Exhibits.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits

 

As described above, the following exhibit is furnished as part of this report:

 

Exhibit 99.1 – Press release, dated December 7, 2013.

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 9, 2013 SYNTHETIC BIOLOGICS, INC.
  (Registrant)
     
  By: /s/ C. Evan Ballantyne
  Name: C. Evan Ballantyne
  Title: Chief Financial Officer